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1 Focus on capabilities, Opportunities will follow
SPARSH…..
Touches
May, 2015
Vinod Kothari & Company
Vinod Kothari Consultants
P Ltd
Academy of Financial
Services P Ltd
1006-1009 Krishna
224 AJC Bose Road
Kolkata – 700017
91-33-22817715/ 1276/ 3742
Also at:
601-C, Neelkanth,
98, Marine Drive,
Mumbai- 400 002
91-22-22817427
In this Issue:
Editorial
Our Articles Published
Sessions/ Lectures taken by Mr. Vinod Kothari & Associates
Our Corner
Contact Us
2 Focus on capabilities, Opportunities will follow
Editorial
―Even if you‘re on the right track, you‘ll
get run over if you just sit there.‖
–Will Rogers
We, at VKCPL & VK & Co., believe in
hard work, determination and perfection.
We put in our best into each and every act
done by us which results into success and
appreciation by all.
With this thought of dedication and hard
work, we come again with ―Sparsh‖.
Stay in touch with us through SPARSH!!
Editor:
- Pammy Jaiswal
T: Together
E:Everyone
A:Achieves
M: More
3 Focus on capabilities, Opportunities will follow
Articles Published
Benami Transactions Bill, 2015 –An antidote for black
money by Vinod Kothari published in Taxmann‘s Corporate
Professionals Today-Vol 33,Issue 2
Will RBI‘s fraud reporting framework detect frauds? by
Nidhi Bothra and Shruti Agarwal published in Moneylife.
SS 1: Whether a step towards better governance? by Aditi
Jhunjhunwala and Niddhi Parmar published in Taxmann‘s
Corporate Professionals Today- Vol 33, Issue 2
SEBI Circular Directs Companies to Identify Insiders
Among Outsiders‖ by Vinita Nair and Aman Nijhawan
published in Indiancorplaw
Tough Companies Act creating a shift towards LLP ? by
Shruti Agarwal published in Moneylife.
Article on the Companies Amendment Act, 2015 byTeam
Vinod Kothari & Company published in TaxGuru.
To view our other articles click here.
4 Focus on capabilities, Opportunities will follow
Sessions/Lectures taken/Events attended
o Mr. Vinod Kothari deliberated at the Half Day Workshop
on Secretarial Audit at the Eastern India Regional
Council of the Institute of Company Secretaries of India
on 2nd
May, 2015.
o Program for young practitioners was attended by Mr.
Vinod Kothari at the Eastern India Regional Council of
the Institute of Company Secretaries of India on 9th
May,
2015.
o Mr. Vinod Kothari attended the National Seminar on
Secretarial Audit hosted by the the Eastern India
Regional Council of the Institute of Company Secretaries
of India, Bhubneshwar on 16th May, 2015.
o Mr. Vinod Kothari deliberated at the seminar on
Covergence of Company Law and Securities Law
at the Eastern India Regional Council of the Institute of
Company Secretaries of India on 31st May, 2015.
o Ms Nidhi Bothra deliberated at the seminar for Revised
Regulatory Framework for NBFCs hosted by the Direct
Taxes Professional’s Association on 27th May,2015.
o Seminar on implementation of the Companies Act, 2013
and Secretarial Standards 1 was attended by Ms Aditi
Jhunjhunwala as speaker at the Institute of Chartered
Accountants of India, Asansol on 31st May, 2015.
5 Focus on capabilities, Opportunities will follow
Our Forthcoming Workshops
Pricing and Management of Credit Risk, Mumbai
2 Days Workshop on Leasing (In-house) , Mumbai
Two Days Crash Course on the Companies Act, 2013 covering
Secretarial Standards and Prohibition of Insider, Trading
Regulations, Delhi
Two Days Crash Course on the Companies Act, 2013 covering
Secretarial Standards and Prohibition of Insider Trading
Regulations, Mumbai
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Half Day Workshop on Secretarial Standards and SEBI (PIT)
Regulations, Kolkata
2 Days Workshop on Leasing (In-house), Chennai
One Day Workshop on Investing in Corporate Debentures,
Mumbai
7 Focus on capabilities, Opportunities will follow
Articles Published
Benami Transactions Bill, 2015 –An antidote for black
money -by Vinod Kothari published in Taxmann’s Corporate Professionals
Today-Vol 33,Issue 2
Benami transactions in India can be traced back
to year 1915. Sir George Farewell in the Privy
Council had observed that a dealing like benami
was common amongst the Hindus and
Mohammedans in India. He further observed that
it was unobjectionable and had a curious
resemblance to the doctrine of the English Law.
Benami transactions were causing a concern for
the regulatory authorities due to various reasons
as discussed in this article. Accordingly, the
Benami Transactions (Prohibition) Act, 1988 (the
Act) was enacted to prohibit benami transactions.
During the administration of the Act, it was found
that the provisions of the aforesaid Act were in
adequate to deal with benami transactions as the Act
did not—(i) contain any specific provision for vesting
of confiscated property with Central Government; (ii)
had any provision for an appellate mechanism against
an action taken by the authorities under the Act,
while barring the jurisdiction of a civil court; (iii)
conferred the powers of the civil court upon the
authorities for its implementation; and (iv) provided
for adequate enabling rule making powers.
To view full article click refer to Taxmann‘s
Corporate Professionals Today _Vol-33_Issue 2.
8 Focus on capabilities, Opportunities will follow
Will RBI’s fraud reporting framework detect frauds?
-by Nidhi Bothra and Shruti Agarwal published in Moneylife.
The framework will certainly pose many hassles
even for the business houses, as some of the items
mentioned in the list are only early warning
signals, which cannot be treated as fraudulent in
nature, unless proved.
The Reserve Bank of India (RBI) vide a notification
dated 7 May 2015 had set up a framework for dealing
with loan frauds for banks and for fraud risk
management in banks. The framework has come into
immediate effect.
The framework, which requires banks to red flag
accounts showing early warning signals, might be a
welcome change for the lenders, but not sure how far
will it be welcomed by the India Inc. The framework
will certainly pose many hassles even for the business
houses, as some of the items mentioned in the list of
Early Warning Signals (EWS) cannot be treated as
fraudulent in nature, unless the same is proved.
The penal provisions under the framework will be as
that under the wilful defaulter. The borrowers who
have defaulted in making payments and have
committed fraud will be debarred from raising
institutional finance from scheduled commercial
banks, Development Financial Institutions;
Government owned NBFCs, and investment
institutions for five years.
To view full article click here.
9 Focus on capabilities, Opportunities will follow
SS 1: Whether a step towards better governance? -by Aditi Jhunjhunwala and Niddhi Parmar published in Taxmann’s Corporate
Professionals Today- Vol 33,Issue 2
Section 118 of the Companies Act, 2013 (Act
2013/Act) deals with the procedure for minutes
of the proceedings of general meetings and board
meetings. Sub-section (10) requires that every
company must observe secretarial standards on
general and board meetings, as may be approved
by the Central Government.
More than a year after enforcement of the section,
the Institute of Company Secretaries of India (ICSI)
and the Ministry of Corporate Affairs (MCA) have
finally approved of and come up with the text of the
Secretarial Standard 1- Meeting of Board of
Directors (hereinafter referred to and Secretarial
Standard 2 - General Meetings (hereinafter referred
to as SS2). The final text was introduced on April
24, 2015.
We shall discuss the important features of SS1 along
with comparison with provisions under Act 2013
and/or the Listing Agreement (hereinafter referred
to as the LA) in the following paras:
Applicability
The Standard prescribes a set of principles for
convening and conducting Meetings of the Board of
Directors and matters related thereto. It is applicable
to the Meetings of Board of Directors of all
companies, except One Person Company (OPC).
To view full article refer to Taxmann‘s
Corporate Professioals Today_ Vol-33_Issue 2
10 Focus on capabilities, Opportunities will follow
“SEBI Circular Directs Companies to Identify Insiders Among
Outsiders” - by Vinita Nair and Aman Nijhawan published in Indiancorplaw.
The Securities and Exchange Board of India
(‘SEBI’) rolled out the SEBI (Prohibition of
Insider Trading) Regulations, 2015 (the
‘Regulations, 2015’) on January 15, 2015
which will come into force on the 120th date
of its publication in Official Gazette i.e. on
May 15, 2015. The Regulations, 2015 are
based on the report of a High Level
Committee set up under the Chairmanship of
Mr. N K Sodhi, former Chief Justice of High
Courts of Kerala and Karnataka and former
Presiding Officer of the Securities Appellate
Tribunal on December 7, 2013.
Insider trading refers to trading in securities of a
company by its directors, employees or other
insiders based on ―unpublished price sensitive
information‖ (‗UPSI‘). Such dealings by insiders
erode the investors' confidence in the integrity of
the management and are unhealthy for the capital
markets. The Regulations, 2015 inter-alia
mandate every listed company and every market
intermediary registered with SEBI to formulate a
Code of Conduct (‗CoC‘) [Regulation 9] to
regulate, monitor and report trading by its
employees and other connected persons.
Additionally, every other person who is required
to handle UPSI in the course of business
operations is also required to frame a CoC.
To view full article click here.
11 Focus on capabilities, Opportunities will follow
Tough Companies Act creating a shift towards LLP ?
-by Shruti Agarwal published in Moneylife.
Due to a heavier regulatory burden and complexity in
filing issues, many existing companies are shifting to
the LLP model. Besides taxation benefits, for LLPs,
there are barely one or two periodic filing every year
compared with loads of paperwork for companies.
It has almost been more than a year since the 58-year old
Companies Act, 1956 (Act 1956) has been repealed and
replaced by the Companies Act 2013 (Act 2013). While
the law makers had intended to gift a modular law to the
Indian economy, the stringent provisions imposed a
setback to the implementation of the same. Post
implementation dozens of amendments, circulars,
notifications were issued by the Ministry to mend
loopholes in the provisions of the Act 2013.
Amidst all this, the repercussions of regulatory
bottlenecks are clearly visible in the drop in
incorporation of companies and a steep rally in the
incorporation of limited liability partnerships (LLPs) in
India. The increase in the compliance burden has to a
great extent curbed the incorporation of companies in
India. Seemingly, it is not human any more to err,
looking at the rigorous myriad penal provisions inserted
in Act 2013. Not only has the Act 2013 disheartened the
market participants from floating new companies, it has
also has influenced a trend of de-corporatisation in the
country.
To view full article click here.
12 Focus on capabilities, Opportunities will follow
Article on the Companies Amendment Act, 2015
-by Team Vinod Kothari & Company got published in TaxGuru.
The Companies Act is considered to be the ‘Gita’ for the
Indian corporate world; it is the basic piece of legislation
that shapes the way in which business is carried out and
conducted in the country. However, the Companies Act,
2013, (‘Act’) which was notified on 29th August, 2013 was
a far cry from this expectation.
Though the Act is the principal piece of legislation, most of
the gap-fillings in the Act were left in the hands of a
subordinate legislation which was supposed to be introduced
in the form of Rules, empowering the MCA to mould the law
of the land at its discretion. With most of the determining
factors left to be decided by way of Rules, in spirit, the Act
itself became a subordinated law.
The Act consists of 470 sections, of which 283 sections and
22 sets of Rules corresponding to such sections have so far
been brought into force in two phases – one on 12th
September, 2013 and the other on 1st April, 2014. Due to
such hurried implementation of the Act, many loopholes and
ambiguous provisions remained unattended, which created
massive difficulties and interpretational issues for the
corporate world. The Rules that were introduced to
supplement the Act, were an attempt to rewrite the Act itself
and did a poor job of stitching together the gaps left in the
Act. The Rules created various inconsistencies with the
provisions of the Act which left the business environment
baffled with the thought of how to cope up with new piece of
poor legislation.
To view full article click here.
13 Focus on capabilities, Opportunities will follow
Our Corner
Happy Birthday To Nitu Poddar, Saurav Malpani, and Surbhi Jaiswal
14 Focus on capabilities, Opportunities will follow
Contact Us
1006-1009, Krishna Building 224 AJC Bose Road Kolkata – 700017, India Ph: 91-33-22817715/ 1276/ 3742 Mumbai office: 601-C, Neelkanth, 98, Marine drive, Mumbai- 400 002 022-22817427
Mail to: [email protected] ; [email protected] Our Websites: www.vinodkothari.com www.india-financing.com